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                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                        JB'S SPECIALTY RESTAURANTS, INC.
                                      INTO
                             JB'S RESTAURANTS, INC.

                        (Pursuant to Section 253 of the
                      General Corporation Law of Delaware)


         JB's Restaurants, Inc., a Delaware corporation (the "Corporation"),
does hereby certify:

         FIRST:  That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

         SECOND: That the Corporation owns all of the outstanding shares of
each class of capital stock of JB's Specialty Restaurants, Inc., a Delaware
corporation.

         THIRD:  That the Corporation, by the following resolutions of its
Board of Directors, duly adopted on the 15th day of October, 1993, determined
to merge into itself JB's Specialty Restaurants, Inc. on the conditions set
forth in such resolutions.

                RESOLVED, that JB's Restaurants, Inc. merge into
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         itself its subsidiary, JB's Specialty Restaurants, Inc., and assume all
         of said subsidiary's liabilities and obligations; and FURTHER RESOLVED,
         that the President and Secretary of this Corporation be and they hereby
         are directed to make, execute and acknowledge a certificate of
         ownership and merger setting forth a copy of the resolution to merge
         said JB's Specialty Restaurants, Inc. into this Corporation and to
         assume said subsidiary's liabilities and obligations and the date of
         adoption thereof and to file the same in the office of the Secretary of
         State of the State of Delaware and a certified copy thereof in the
         office of the Recorder of Deeds of New Castle County.

         IN WITNESS WHEREOF, said JB's Restaurants, Inc. has caused its
corporate seal to be affixed and this certificate to be signed by Clark D.
Jones, its President, and Charlotte L. Miller, its Secretary, this 15th day of
October, 1993.

                                        JB'S RESTAURANTS, INC.

                                        By:   /s/ Clark D. Jones
                                              -------------------------
                                              Clark D. Jones, President


ATTEST:






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By:      /s/ Charlotte L. Miller      
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         Charlotte L. Miller, Secretary





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